As Duke Lambert (Guy Standing) takes a break from entertaining a group of aristocratic guests in his mansion, a ghostly shadow appears before him. The shadow announces that it is "Death", but wishes to take a three day holiday from his normal activities, to learn what it is like to be a mortal. He decides that he will assume the appearance of a friend of the Duke's, Prince Sirki, and that his actual identity should not be revealed to the others.

While all the guests are gathered, Prince Sirki (Fredric March) makes a grand entrance, sporting a monocle and military regalia. The guests are fascinated by this imposing figure, and the women compete for his attentions.

As the three days progress, it is apparent that no one is dying on Earth. Newspaper headlines tell of various catastrophic events, but with no loss of life involved.

Prince Sirki finds himself strangely attracted to the lovely Grazia (Evelyn Venable) and doesn't comprehend the new emotions he is experiencing. She is equally drawn to him, sensing a fulfillment to her life that her current suitor, Corrado (Kent Taylor), could never provide.

As the clock nears Midnight on the final day of Death's holiday, Prince Sirki reveals his true identity and purpose to Grazia but she desires, nevertheless, to accompany him away. Sirki, as well as the other guests, try to dissuade her but she insists on joining Sirki, even as he changes to the black shadow of Death.